[Reference
      Translation]

     

    
      	 
	
               

               

              Exclusive
                Cooperation
                Agreement

               

               

            


    

    


    


    by
      and between

    


    Hubei
      Chutian Broadcasting and Television Network Co., Ltd.

    


    and

    


    Hubei
      Chutian Video Communication Network Co., Ltd.

     

    
 

     

    June
      2008

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Table
      of Contents

    


    
      	
              Article

            	 	
              Page

            
	 	 	 
	
              1.

            	
              DEFINITIONS
                AND INTERPRETATIONS

            	
              2

            
	
              2.

            	
              REPRESENTATIONS
                AND WARRANTIES

            	
              4

            
	
              3.

            	
              SERVICES
                PROVIDED BY PARTY B TO PARTY A

            	
              4

            
	
              4.

            	
              SHARE
                OF THE RESOURCES BY THE PARTIES

            	
              5

            
	
              5.

            	
              NON-COMPETITION

            	
              5

            
	
              6.

            	
              FEES
                AND PAYMENT TERMS

            	
              6

            
	
              7.

            	
              FINANCIAL
                MANAGEMENT

            	
              6

            
	
              8.

            	
              EFFECTIVE
                DATE, BREACH AND TERMINATION

            	
              7

            
	
              9.

            	
              GOVERNING
                LAW AND DISPUTE RESOLUTION

            	
              10

            
	
              10.
                

            	
              MISCELLANEOUS
                PROVISIONS

            	
              10

            


    

     

    
      
        

      

      Exclusive
        Service Agreement

       

    

    
      
        
        

      

      
        -
          1
          -

        
          

        

      

      
        
        

      

    


    THIS
      EXCLUSIVE COOPERATION AGREEMENT
      (Agreement)
      is made
      on this fifth
      day
      of
      June 2008
      in
      Wuhan, Hubei Province, People's Republic of China ("PRC")
      

    


    by
      and between:

    


    
      	
              (1)

            	
              Hubei
                Chutian Broadcasting and Television Network Co., Ltd. (Party
                A),
                a
                legal entity established under the laws of the PRC with its registered
                address at Special No.1 Zijin Village, Liangdao Street, Wuchang District,
                Wuhan City, Hubei 430071, the PRC;
                and

            


    

    


    and

    


    
      	
              (2)

            	
              Hubei
                Chutian Video Communication Network Co., Ltd. (Party
                B),
                a
                legal entity established under the laws of the PRC with its registered
                address with its registered address at 12th Floor, Block B, Chutian
                Urban
                Garden, 1 Zhongbei Avenue, Wuchang, Wuhan, Hubei Province 430071,
                the PRC,
                whose legal representative is XIONG Xianting.


            


    

    


    (individually
      a Party,
      and
      collectively, the Parties).

    


    RECITALS

    


    
      	
              A.

            	
              Party
                B shall provide exclusive services for Party A to engage in the Business
                in the Exclusive Cooperation Areas;

            


    

    


    
      	
              B.

            	
              Party
                A are engaged in the Business (as defined below) and have obtained
                the
                necessary permit for the lawful operation of its
                Business;

            


    

    


    
      	
              C.

            	
              Party
                A is willing to accept technical support services in relation to its
                Business, and Party B is willing to provide such
                services.

            


    

    


    NOW,
      THEREFORE,
      THE
      PARTIES AGREE AS FOLLOWS:

    


    
      	
              1.

            	
              DEFINITIONS
                AND INTERPRETATIONS

            


    

     

    
      
        	 	
                1.1

              	
                Definitions.
                  Unless otherwise indicated, the following terms in this Agreement
                  shall
                  have the meanings set forth below:

              


      

      


      
        	
                Effective
                  Date

              	
                the
                  effective date of this Agreement, which shall be the date first
                  indicated
                  above;

              
	 	 
	
                Event
                  of Breach

              	
                as
                  defined in Article 8.3 below;

              
	 	 


      

      
         

        
          
            

          

          Exclusive
            Service Agreement

           

        

      

      
        
          
          

        

        
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            2
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                Business

              	
                any
                  business with respect to the design, construction, operation and
                  maintenance of cable TV projects and networks (including TV fee
                  collection
                  of distribution net and network leases); any business with respect
                  to the
                  management of construction, marketing and operation of the analog
                  and
                  digital TV networks and digital TVs (including sale of set-top
                  Boxes, sale
                  of pay-per-program and digital TV fee collection); and value-added
                  network
                  business; 

              
	 	 
	
                Exclusive
                  

                Cooperation
                  Area

              	
                refers
                  to the
                  following municipal cities, districts, counties, independent factories
                  and
                  mines in which the cable TV distribution networks are acquired
                  by Party A:
                  Xiantao City, Qianjiang City, Jinxiang Group, Yicheng City, Gong’an
                  County, Baokang County, Yuan’an County, Jingshan County, Dangyang City,
                  Shayang County, Guangshui City, Shennongjia Forest Area, Yingshan
                  County,
                  Qujialing Administration Zone, Tongcheng County, Longganhu Administration
                  Zone, and Zhongxiang City; 

              
	 	 
	
                Financial
                  Statements

              	
                cash
                  flow statements, balance sheets, profit and loss statements and
                  any other
                  financial statements relating to the Business, which shall be prepared
                  in
                  accordance with international accounting standards;

              
	 	 
	
                PRC
                  Law

              	
                all
                  laws and regulations of the PRC which are applicable upon and after
                  the
                  date of signing of this Agreement;

              
	 	 
	
                Project
                  Account

              	
                as
                  defined in Article 7.1.1;

              
	
                 

              	 
	
                RMB

              	
                Renminbi,
                  the lawful currency of the PRC.

              


      

      


      
        	 	
                1.2

              	
                Interpretations. 

              


      

      


      
        	 	
                1.2.1

              	
                The
                  headings herein are for reference purposes only and do not affect
                  the
                  meaning or interpretation of any provision hereof.
                  

              


      

      
         

        
          
            

          

          Exclusive
            Service Agreement

           

        

      

      
        
          
          

        

        
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            3
            -

          
            

          

        

        
          
          

        

      

       

      
        	 	
                1.2.2

              	
                Any
                  reference herein to an Article or Appendix is to an article or
                  appendix of
                  this Agreement. 

              


      

      


      
        	 	
                1.2.3

              	
                Unless
                  otherwise indicated, a reference herein to a day, month or year
                  is to a
                  calendar day, month or year. A reference to a business day is to
                  a day on
                  which commercial banks are open for business in the PRC.
                  

              


      

      


      
        	
                2.

              	
                REPRESENTATIONS
                  AND WARRANTIES

              


      

      


      
        	 	
                2.1

              	
                Parties.
                  Each Party represents and warrants that, as of the date of signing
                  hereof:

              


      

      


      
        	 	
                2.1.1

              	
                it
                  has full power and authority to execute and deliver this Agreement
                  and to
                  perform its responsibilities and obligations hereunder;
                  and

              


      

      


      
        	 	
                2.1.2

              	
                it
                  shall maintain as strictly confidential the provisions and existence
                  of
                  this Agreement and any information relating to the Business of
                  the other
                  Party to which it might have access during the performance of this
                  Agreement, including without limitation customer database, financial
                  and
                  business development plans, market research and other information
                  deemed
                  to be confidential by such other
                  Party.

              


      

       

      
        	
              	2.2	
                Party
                  A.  Party
                  A represents and warrants that, as of the date of signing hereof,
                  it has
                  obtained and will maintain the validity of all permits from the
                  relevant
                  governmental authorities necessary for the lawful operation of
                  its
                  business and its performance of this
                  Agreement.

              


      

      


      
        	
                3.

              	
                SERVICES
                  PROVIDED BY PARTY B TO PARTY
                  A

              


      

      


      
        	 	
                3.1

              	
                Exclusivity.
                  Party A and Party B shall engage in an exclusive operational cooperation
                  in relation to any and all fields of the Business, and Party A
                  shall
                  ensure that Party B exclusively provides any and all services in
                  relation
                  to the Business of Party A.

              


      

      


      
        	 	
                3.2

              	
                Business-Related
                  Services.
                  Party B undertakes to provide, in the Exclusive Cooperation Area,
                  various
                  technical services to Party A including but not limited to, exclusively
                  engaging in the operational cooperation with Party A in the
                  following:

              


      

      


      
        	 	
                3.2.1

              	
                Collecting
                  the license fees and installment fees from analog cable TV
                  users;

              


      

      


      
        	 	
                3.2.2

              	
                Collecting
                  the license fees and installment fees from digital cable TV
                  users;

              


      

      
         

        
          
            

          

          Exclusive
            Service Agreement

           

        

      

      
        
          
          

        

        
          -
            4
            -

          
            

          

        

        
          
          

        

      

       

      
        	 	
                3.2.3

              	
                Collecting
                  channel landing fees;

              


      

      


      
        	 	
                3.2.4

              	
                The
                  marketing, promotion and sales of digital TV set-top
                  Boxes;

              


      

      


      
        	 	
                3.2.5

              	
                The
                  building and maintenance of the cable TV network;
                  

              


      

      


      
        	 	
                3.2.6

              	
                The
                  marketing, promotion and sales of businesses in relation to broadcast
                  and
                  television network broadband access;


              


      

      


      
        	 	
                3.2.7

              	
                the
                  operation of businesses in relation to wireless network transmission
                  and
                  cable TV;

              


      

      


      
        	 	
                3.2.8

              	
                Providing
                  Party A with various troubleshooting, software support and other
                  technology services;

              


      

      


      
        	 	
                3.2.9

              	
                Providing
                  Party A with the developments, updates and upgrades in relation
                  to the
                  provider application software and user application
                  software;

              


      

      


      
        	 	
                3.2.10

              	
                Providing
                  Party A with training services for technology staff and technology
                  consulting services in relation to the business; and
                  

              


      

      


      
        	 	
                3.2.11

              	
                Providing
                  Party A with other applicable technology
                  services.

              


      

      


      
        	4.	
                SHARED
                  RESOURCES OF THE PARTIES

              


      

       

      
        	 	
                4.1

              	
                Party
                  A and Party B shall share their resources, which include but is
                  not
                  limited to, Government Approvals and client information (client
                  database,
                  etc.); 

              


      

       

      
        	 	
                4.2

              	
                Party
                  A shall provide Party B with all support and most favoured treatment
                  in
                  relation to the Business, which include but is not limited to,
                  providing
                  Party B with the right to use its business facilities and
                  offices.

              


      

      


      
        	
                5.

              	
                NON-COMPETITION
                  

              


      

      


      
        	 	
                5.1

              	
                Party
                  A shall not directly or indirectly or cause its respective shareholders
                  to
                  directly or indirectly(through agency or other methods) encourage
                  or ask
                  for any invitation from, accept suggestions of, consult or negotiate
                  with,
                  or provide any information to any other individual or entity related
                  to
                  any transaction or services under this
                  Agreement.

              


      

      


      
        	 	
                5.2

              	
                If
                  Party A or any of its shareholders, are in receipt of suggestions
                  or other
                  information with respect to the
                  transactions hereunder from a third party, Party A must immediately
                  notify
                  the contents of such information to Party B. Party A shall ensure
                  that its
                  shareholders comply with this Article. Party A will be liable for
                  any
                  breach of this Article by its shareholders.


              


      

      
         

        
          
            

          

          Exclusive
            Service Agreement

           

        

      

      
        
          
          

        

        
          -
            5
            -

          
            

          

        

        
          
          

        

      

       

      
        	
                6.

              	
                FEES
                  AND PAYMENT TERMS

              


      

       

      
        	 	
                6.1

              	
                In
                  consideration for the services provided by Party B to Party A,
                  Party A
                  shall pay Party B the service fees which shall be of an amount
                  equivalent
                  to the revenue, before any applicable taxes (not including any
                  applicable
                  business taxes), that is accrued by Party A in
                  the Exclusive Cooperation Area during the term of this agreement
                  and the
                  first renewal period. If Party A and Party B require the adjustment
                  of the
                  revenue transfer arrangement that is based on the transfer structure,
                  Party A shall use best efforts to cooperate with Party B to implement
                  a
                  the necessary revenue transfer mechanism. The service fee shall
                  be
                  remitted in full, in RMB, to Party B's designated bank account
                  within 5
                  days after the last day of the preceding month. At such time, Party
                  A
                  shall also provide to Party B the relevant Financial Statements
                  for the
                  corresponding month, as well as any other relevant documents and/or
                  information regarding the calculation of the service
                  fee.

              


      

      


      
        	 	
                6.2

              	
                Other
                  fees.
                  The Parties hereby expressly agree that there shall not be any
                  other
                  payment obligations arising from the service requirements, other
                  than the
                  services fees expressly stipulated to in Article
                  6.1.

              


      

      


      
        	
                7.

              	
                FINANCIAL
                  MANAGEMENT 

              


      

      


      
        	 	
                7.1

              	
                Project
                  Account.
                  The Parties agree that, in the interests of clarity, all receivables
                  and
                  payables relating to the Business that are generated or incurred
                  in the
                  Exclusive Cooperation Area during the term of this Agreement shall
                  be only
                  remitted to and withdrawn from the same dedicated bank account,
                  in
                  accordance with the following
                  provisions:

              


      

      


      
        	 	
                7.1.1

              	
                within
                  30 days after the Effective Date, Party A shall open a RMB bank
                  account in
                  its name for use specifically in respect of the Business (Project
                  Account);

              


      

      


      
        	 	
                7.1.2

              	
                the
                  Project Account shall be opened at the Beijing branch of a bank
                  agreed to
                  by the Party A and Party B, and shall be set up such that the personal
                  seals of 1 representative from each of the Parties are required
                  in order
                  for money to be deposited or withdrawn from it, which representatives
                  shall be appointed by the Parties in writing within 10 days after
                  the
                  Effective Date;

              


      

      
         

        
          
            

          

          Exclusive
            Service Agreement

           

        

      

      
        
          
          

        

        
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            6
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                7.1.3

              	
                the
                  Project Account shall be used for the sole purpose of receiving
                  proceeds
                  from Party B and/or effecting payments relating to the Business;
                  and

              


      

      


      
        	 	
                7.1.4

              	
                Party
                  A and Party B may request from the relevant bank at any time a
                  statement
                  of the activities on the Project
                  Account.

              


      

      


      
        	 	
                7.2

              	
                Records.
                  Party A agrees to maintain comprehensive financial records (including
                  the
                  Financial Statements) in respect of the Business, which shall be
                  kept at
                  its registered office in Jinan, PRC and shall be available for
                  Party B's
                  inspection at such times as Party B may reasonably request in writing.
                  

              


      

      


      
        	 	
                7.3

              	
                Annual
                  Statement.
                  Within 30 days after the end of each financial year, Party A shall
                  provide
                  to Party B comprehensive Financial Statements for such financial
                  year.
                  Each Financial Statement, together with the financial records described
                  in
                  Article 7.2 above, shall be subject to an independent audit conducted
                  by a
                  reputable accounting firm registered in the PRC approved by Party
                  B, at
                  Party A's sole expense.

              


      

      


      
        	 	
                7.4

              	
                Financial
                  Statements.
                  Within 10 days after a written request for such from Party B, Party
                  A
                  shall also provide to Party B Financial Statements.
                  

              


      

      


      
        	 	
                7.5

              	
                Undertaking.
                  Upon the agreement entered into by the Parties, Party B may be
                  empowered
                  by Party A as its authorized representative to collect the revenue,
                  before
                  any applicable taxes (not including any applicable business taxes),
                  accrued by Party A in the Exclusive Cooperation Area during the
                  term of
                  this agreement and the first renewal
                  period.

              


        	 	 	 


      

      
        	
                8.

              	
                EFFECTIVE
                  DATE, BREACH
                  AND TERMINATION

              


      

      


      
        	 	
                8.1

              	
                Effective
                  Date.
                  This Agreement shall enter into effect from the Effective Date
                  and shall
                  continue with full force and effect until the earlier of
                  either:

              


      

      


      
        	 	
                8.1.1

              	
                the
                  20th anniversary hereof; or

              


      

      


      
        	 	
                8.1.2

              	
                its
                  termination by either Party in accordance with Article 8.4
                  below.

              


      

      


      
        	 	
                8.2

              	
                Extension.
                  The term of this Agreement may be extended within 60 days before
                  its
                  expiration pursuant to Party A’s notice to Party B and another share
                  holder of Party B, Jinan Youxiantong Network Technology Co., Ltd.,
                  indicating its intent to extend the term. The extension term shall
                  be
                  determined by Party A and clearly stated the abovementioned notice.
                  Party
                  B and another share holder of Party B, Jinan Youxiantong Network
                  Technology Co., Ltd., shall agree to such extended term unconditionally,
                  under the condition that the term cannot not exceed 10 years.
                  

              


      

      
         

        
          
            

          

          Exclusive
            Service Agreement

           

        

      

      
        
          
          

        

        
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            7
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                8.3

              	
                Breach.
                  The
                  occurrence of any one or more of the following events constitutes
                  a breach
                  of this Agreement (Event of
                  Breach):

              


      

      


      
        	 	
                8.3.1

              	
                either
                  of the Parties has failed to perform any of its obligations hereunder
                  ,
                  thus causing substantial losses to the other Party, and such obligation
                  was not waived in writing by the other Party;


              


      

      


      
        	 	
                8.3.2

              	
                either
                  of the Parties is in breach of the terms hereof, and such breach
                  has not
                  been remedied for a period of 10 days after receipt of the other
                  Party's
                  written notice requesting such remedy;
                  and

              


      

      


      
        	 	
                8.3.3

              	
                any
                  representation or warranty made by either of the Parties herein
                  proves to
                  be false or misleading in any material
                  respect.

              


      

      


      
        	 	
                8.4

              	
                Termination.
                  This
                  Agreement will terminate automatically upon its expiration, unless
                  terminated prematurely under either of the following circumstances,
                  namely:

              


      

      


      
        	 	
                8.4.1

              	
                by
                  the non-breaching Party with 30 days' written notice upon the occurrence
                  of an Event of Breach; or

              


      

      


      
        	 	
                8.4.2

              	
                with
                  the mutual written consent of the
                  Parties.

              


      

      


      
        	 	
                8.5

              	
                Post
                  Termination.
                  Upon the termination of this Agreement by either
                  Party:

              


      

      


      
        	 	
                8.5.1

              	
                the
                  licenses granted hereunder shall cease with immediate effect; and
                  

              


      

      


      
        	 	
                8.5.2

              	
                any
                  outstanding fees or other amounts payable hereunder by either Party
                  to
                  other Parties shall become due within 10 days after the date of
                  delivery
                  of an invoice for the same. 

              


      

      


      
        	 	
                8.6

              	
                Survival.
                  The following obligations shall survive the termination of this
                  Agreement
                  for any reason:

              


      

      


      
        	 	
                8.6.1

              	
                the
                  confidentiality undertakings set forth in Article 2.1.2 above,
                  which shall
                  continue indefinitely after the date of termination (unless the
                  disclosure
                  of confidential information has already entered the public domain
                  or was
                  made pursuant to a court order or law of relevant jurisdiction);
                  and

              


      

      
         

        
          
            

          

          Exclusive
            Service Agreement

           

        

      

      
        
          
          

        

        
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            8
            -

          
            

          

        

        
          
          

        

      

       

      
        	 	
                8.6.2

              	
                the
                  obligation of the service fee, which shall continue for as long
                  as any
                  receivables generated from the relevant services during this Agreement
                  are
                  outstanding.

              


      

      


      
        	
                9.

              	
                GOVERNING
                  LAW AND DISPUTE RESOLUTION

              


      

      


      
        	 	
                9.1

              	
                Governing
                  Law. The
                  execution, validity, interpretation and implementation of this
                  Agreement
                  and the settlement of disputes under it shall be governed by PRC
                  Law.
                  

              


      

      


      
        	 	
                9.2

              	
                Interpretation.
                  If
                  any dispute arises in connection with the interpretation of any
                  provisions
                  of this Agreement, the Parties shall determine the true intention
                  of those
                  provisions by making reference to the wording of this Agreement,
                  the
                  relevant Articles, the objective of the Agreement, commercial practice
                  and
                  the principle of good faith.

              


      

      


      
        	 	
                9.3

              	
                Consultation.
                  If
                  any dispute arises in connection with this Agreement, the Parties
                  shall
                  attempt in the first instance to resolve such dispute through friendly
                  consultation or mediation.

              


      

      


      
        	 	
                9.4

              	
                Arbitration.
                  If
                  the dispute cannot be resolved in the above manner within 30 days
                  after
                  the commencement of consultations, either Party may submit the
                  dispute to
                  arbitration as follows:

              


      

      


      
        	 	
                9.4.1

              	
                all
                  disputes arising out of or in connection with this Agreement shall
                  be
                  submitted to the China Chamber of International Commerce for arbitration
                  in Beijing under the its rules and by a sole arbitrator appointed
                  in
                  accordance with those rules;

              


      

      


      
        	 	
                9.4.2
                  

              	
                the
                  arbitration shall be conducted in the Chinese language, with the
                  arbitral
                  award final and binding upon both Parties. Unless otherwise determined
                  by
                  the arbitrator, the cost of arbitration shall be borne by the losing
                  Party. 

              


      

      


      
        	 	
                9.4.3

              	
                When
                  any dispute is submitted to arbitration, except for the matters
                  under
                  dispute, the Parties shall continue to perform this
                  Agreement.

              


      

      


      
        	
                10.
                  

              	
                MISCELLANEOUS
                  PROVISIONS

              


      

      


      
        	 	
                10.1

              	
                Notices
                  and Delivery.
                  All notices and communications between the Parties shall be made
                  in
                  writing by facsimile transmission, delivery in person (including
                  courier
                  service) or registered airmail letter to the appropriate correspondence
                  addresses set forth below:

              


      

       

      Hubei
        Chutian Broadcasting and Television Network Co., Ltd. 

      
         

        
          
            

          

          Exclusive
            Service Agreement

           

        

      

      
        
          
          

        

        
          -
            9
            -

          
            

          

        

        
          
          

        

      

       

      
        	
                Address:

              	
                Special
                  No.1 Zijin Village, Liangdao Street, Wuchang District, Wuhan City,
                  Hubei
                  430071, the PRC

              
	
                Tel:

              	
                [·]

              
	
                Fax:

              	
                [·]

              
	
                Attn:

              	
                [·]

              
	 	 


      

      and
        

      


      Hubei
        Chutian Video Communication Network Co., Ltd.

      


      
        	
                Address:

              	
                12th
                  Floor, Block B, Chutian Urban Garden, 1 Zhongbei Avenue, Wuchang,
                  Wuhan,
                  Hubei Province 430071, PRC

              
	
                Tel:

              	
                [·]

              
	
                Fax:

              	
                [·]

              
	
                Attn:

              	
                [·]

              


      

      


      
        	 	
                10.2

              	
                Timing.
                  The time of receipt of the notice or communication shall be deemed
                  to
                  be:

              


      

      


      
        	 	
                10.2.1

              	
                if
                  by facsimile transmission, at the time displayed in the corresponding
                  transmission record, unless such facsimile is sent after 5:00 p.m.
                  or on a
                  non-business day in the place where it is received, in which case
                  the date
                  of receipt shall be deemed to be the following business
                  day;

              


      

      


      
        	 	
                10.2.2

              	
                if
                  in person (including express mail), on the date that the receiving
                  Party
                  signs for the document; or

              


      

      


      
        	 	
                10.2.3

              	
                if
                  by registered mail, on the 10th day after the date that is printed
                  on the
                  receipt of the registered mail.

              


      

      


      
        	 	
                10.3

              	
                Amendments.
                  The provisions of this Agreement may not be waived, modified or
                  amended
                  except by an instrument in writing signed by both Parties (which
                  instrument shall be attached as an Appendix
                  hereto).

              


      

      


      
        	 	
                10.4

              	
                No
                  Waiver.
                  Failure or delay on the part of either Party to exercise any right
                  under
                  this Agreement shall not operate as a waiver
                  thereof.

              


      

      


      
        	 	
                10.5

              	
                Severability.
                  The invalidity of any provision of this Agreement shall not affect
                  the
                  validity of any other provision of this Agreement which is unrelated
                  to
                  that provision.

              


      

      


      
        	 	
                10.6

              	
                Binding
                  Effect. This
                  Agreement is legally binding upon the Parties and enforceable in
                  accordance with its terms and conditions. Appendices shall form
                  an
                  integral part of this Agreement and shall be legally binding upon
                  the
                  Parties.

              


      

      
         

        
          
            

          

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                10.7
                  

              	
                Successors.
                  This Agreement shall be binding upon the Parties and upon their
                  respective
                  successors and assigns (if any).

              


      

      


      
        	 	
                10.8

              	
                Assignment.
                  Either Party may not assign or otherwise transfer its rights or
                  obligations under this Agreement without the prior written consent
                  of
                  other Parties.

              


      

      


      
        	 	
                10.9
                  

              	
                Entire
                  Agreement.
                  This Agreement and any Appendices hereto constitute the entire
                  agreement
                  between the Parties and supersede all prior discussions, negotiations
                  and
                  agreements. 

              


      

      


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      IN
        WITNESS WHEREOF,
        the
        Parties hereto have executed or caused this Agreement to be executed by their
        duly authorised representatives (as the case may be) as of the date first
        indicated above. 

      


      For
        and on behalf of

      Party
        A:

      Hubei
        Chutian Broadcasting and Television Network Co., Ltd. 

      


      
        	
                Signature

              	
                :

              	
                 

              
	
                Name

              	
                :

              	
                Xiong
                  Xian Ting

              
	
                Title

              	
                :

              	
                CEO/Authorized
                  by Chairman

              
	
                Company Seal

              	
                :

              	 


      

      


      For and on
        behalf of

      Party
        B:

      Hubei
        Chutian Video Communication Network Co., Ltd.

      


      
        	
                Signature

              	
                :

              	
                 

              
	
                Name

              	
                :

              	
                Zen
                  Bo Lin

              
	
                Title

              	
                :

              	
                General Manager/Authorized by Chairman

              
	
                Company Seal

              	 	 


      

      
         

        
          
            

          

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